SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 30, 1997
INFORMATION ANALYSIS INCORPORATED
(Exact name of Registrant as specified in its charter)
0-22405
(Commission File Number)
Virginia 54-1167364
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11240 Waples Mill Road, #400
Fairfax, VA 22030
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number,
including area code) (703) 383-3000
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On October 30, 1997, Information Analysis Incorporated (the "Company")
terminated the engagement of Rubino & McGeehin, Chtd. ("Rubino & McGeehin") as
its independent accountant. The reports of Rubino & McGeehin for either of the
past two fiscal years ended December 31, 1995 and December 31, 1996, did not
contain an adverse opinion or a disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 1995 and December 31, 1996 and for
all subsequent interim periods thereafter prior to the dismissal of Rubino &
McGeehin, there were no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Rubino & McGeehin, would
have caused it to make a reference to the subject matter of the disagreement(s)
in connection with its reports.
The Company has provided to Rubino & McGeehin, prior to the filing with
the Commission of this Form 8-K, a copy of the disclosures made in this Item
4(a).
(b) Effective October 30, 1997, the Company engaged Ernst & Young,
L.L.P. ("Ernst & Young") as its new independent accountant to audit the
Company's financial statements. During the Company's two most recent fiscal
years, and during any subsequent interim period prior to engaging Ernst & Young,
the Company (or someone on its behalf) never consulted Ernst & Young regarding
any matter.
Item 7. Exhibits.
The Following Exhibit is Made Part of This Report.
Exhibit No. Description
- ----------- -----------
16.1 Letter from Rubino & McGeehin, Chtd. addressed to
the Securities and Exchange Commission stating its
agreement with the statements made by the Company
under Item 4 above.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Information Analysis Incorporated
(Registrant)
Date: October 30, 1997 By: /s/ Sandor Rosenberg
_____________________
Sandor Rosenberg, Chairman of the
Board and Chief Executive Officer
By: /s/ Richard S. DeRose
_____________________
Richard S. DeRose, Executive Vice
President and Treasurer
<PAGE>
[Rubino & McGeehin letterhead]
October 30, 1997
Office of the Chief Accountant
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have been furnished with and read a copy of the response to Item 4 of
the Form 8-K to be filed by our former client, Information Analysis Corporation,
for the event that occurred on October 30, 1997. We agree with the statements
made in response to that item insofar as they relate to our firm.
Very truly yours,
Rubino & McGeehin
_____________________________
Rubino & McGeehin, Chartered.
Bethesda, Maryland
